Introduced
by
To prohibit shareholders of a publicly traded company from removing a corporation's directors without cause unless the articles of incorporation explicitly allow this, and require approval by the board of directors for any changes a majority of shareholders vote to make to the company's articles, including a change to allow the removal of board members without cause. The bill would also clarify a provision of Michigan’s 1988 anti-corporate takeover law which prohibits groups of shareholders from pooling their voting rights when a struggle for corporate control is underway. The law was intended to apply only to the potential buyer of a company, but a recent court ruling applied it to the original owners as well. The bill would have the effect of only applying the law to the potential buyer, and not the original owners of the company. The bill was introduced at the same time that the Indianapolis-based Simon Property Group is attempting to acquire Taubman Centers, which owns shopping malls, and would allow Taubman to defeat the acquisition. See also House Bill 4764.
Referred to the Committee on Commerce and Labor
Reported without amendment
With the recommendation that the bill pass.
